AD Ports board adopts circular resolution on AoA amendments, calls GA for 28 Oct

Resolution passed at 3 p.m. on 30 September; shareholders invited to consider squeeze-out and sole-shareholder articles ahead of a possible ADQ full ownership path.

30 September 2026

Abu Dhabi Ports Company PJSC (ADPORTS) told ADX its board adopted a circular resolution at 3 p.m. on 30 September 2026 approving proposed Articles of Association amendments and calling a general assembly for 3 p.m. on 28 October 2026 UAE time. The agenda includes squeeze-out and sole-shareholder articles and, if ADQ Holding becomes sole owner, authority to amend the Articles and delist from ADX.

• Abu Dhabi Ports Company PJSC (ADPORTS) board adopted a circular resolution at 3 p.m. on Wednesday, 30 September 2026, per its ADX notification.
• ADPORTS approved proposed Articles of Association amendments as described in the attached general assembly agenda.
• ADPORTS called a general assembly for 3 p.m. on Wednesday, 28 October 2026 UAE time, or another date the Capital Market Authority may specify.
• The ADPORTS agenda would add Article 41 bis allowing a 90%-plus-one shareholder, after Authority approval, to force a squeeze-out of minority shares.
• The ADPORTS agenda would add Article 42 bis so a sole shareholder could act by written resolution and, except for Articles registration, fall outside Authority and ADX disclosure and governance rules.
• If Abu Dhabi Developmental Holding Company PJSC (ADQ Holding) becomes sole ADPORTS shareholder, the agenda would authorise the board and/or ADQ Holding to amend the Articles and delist from ADX.

Abu Dhabi Ports Company PJSC (ADPORTS) told the Abu Dhabi Securities Exchange that its board of directors adopted a circular resolution at 3 p.m. on Wednesday, 30 September 2026.

The resolution approves proposed amendments to the company’s Articles of Association as set out in an attached general assembly agenda, calls a general assembly of shareholders for 3 p.m. on Wednesday, 28 October 2026 (or another date the Capital Market Authority may specify), and approves that agenda.

The invitation says shareholders may attend in person at the company’s head office on Al Meena Street in Abu Dhabi or virtually via a link sent by SMS or email after registration. Virtual attendance registration opens on 27 October 2026, according to the ADX feed summary accompanying the filing.

Ordinary business would authorise the chairman of the general assembly to appoint a meeting secretary and a vote collector.

Special resolutions would amend the Articles by adding Article 41 bis on compulsory acquisition (squeeze-out): a shareholder owning 90% plus one share or more of issued capital could, after Authority approval, force minority holders to sell all their shares under the Commercial Companies Law and Capital Market Authority rules.

A further special resolution would add Article 42 bis on sole-shareholder written resolutions. If one shareholder owns all shares, that holder could adopt written resolutions instead of calling a general assembly, and — except for registering the Articles and amendments with the Authority — the company would not be subject to Authority or ADX regulations, including disclosure and governance rules.

Another special resolution would, if Abu Dhabi Developmental Holding Company PJSC (ADQ Holding) becomes the sole shareholder, authorise the board and/or ADQ Holding to replace or amend the Articles (including exemptions from Federal Decree-Law No. 32 of 2021 on Commercial Companies) and to delist or withdraw the company’s listing from ADX. A final special resolution would authorise the board to take steps needed to implement any resolutions passed at the assembly.

The notification to ADX’s Disclosure & Compliance section is signed by Emil Pellicer, General Counsel, with a copy to the Capital Market Authority. The filing continues a path flagged in an earlier ADPORTS board notice published on Capital Wire on 25 September 2026.